Cadre Holdings, Inc.

8-K · tm2616545d1_8k.htm iXBRL

0001860543

 2026-05-29
 2026-05-29

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 United States

 Securities and Exchange Commission

 Washington, D.C. 20549

  

 Form 8-K

 Current Report 

  

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event
reported): May 29, 2026

  

 CADRE
HOLDINGS, INC.

 (Exact name of registrant as specified in its
charter)

  

 Delaware
 001-40698
 38-3873146

 (State or other jurisdiction
 (Commission File Number)
 (IRS Employer

 of incorporation)
  
 Identification Number)

  

 13386
 International Pkwy
  

 Jacksonville ,
 Florida
 32218

 (Address
 of principal executive offices)
 (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 904 ) 741-5400

  

 N/A

 (Former name or former address, if changed since
last report.)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ¨     Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ¨     Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ¨     Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨     Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title
 of each class
 Trading
 Symbol
 Name
 of each exchange on which

 registered

 Common
 Stock, par value $.0001
 CDRE
 New
 York Stock Exchange

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

  
 x
 Emerging
 growth company

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

  

  

  

  

  

  

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

  

 (b)           At
the Company’s 2026 Annual Meeting of Stockholders held on May 29, 2026 (the “Annual Meeting”), the terms of Gianmaria
C. Delzanno and Deborah A. DeCotis as directors of Cadre Holdings, Inc. (the “Company”) expired. Mr. Delzanno and
Ms. DeCotis were not nominated for re-election at the Annual Meeting. The decision not to nominate Mr. Delzanno and Ms. DeCotis
was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

  

 Item 5.07 Submission of Matters to a Vote of Security Holders.

  

 (a)            Of
the 42,797,451 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 40,406,208 shares of common stock were present
or represented by proxy and entitled to vote, representing approximately 94.41% of the shares of Common Stock entitled to vote at the
Annual Meeting.

  

 (b)           At
the Annual Meeting, the Company’s stockholders: (i) elected each of the following five director nominees standing for
election: Warren B. Kanders, William Quigley, Hamish Norton, Nicholas Sokolow, and Mary Kissel, and (ii) ratified the
appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2026.

  

 The voting results for each proposal are set forth
below:

  

 Proposal 1 – To elect five directors to
serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected
and qualified:

  

 Name
 Votes
 For
 Votes
 Withheld
 Broker

 Non-Votes

 Warren B. Kanders
 37,829,555
 537,871
 2,038,782

 William Quigley
 34,485,644
 3,881,782
 2,038,782

 Hamish Norton
 27,441,282
 10,926,144
 2,038,782

  Nicholas Sokolow
 37,979,792
 387,634
 2,038,782

 Mary Kissel
 38,340,078
 27,348
 2,038,782

  

 Proposal 2 – To ratify the appointment of
KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

  

 Votes For
 Votes Against
 Votes Abstained

 Broker

 Non-Votes

 40,030,528
 220,138
 155,542
  0

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

  

 Dated: June 3, 2026

  

  
 CADRE HOLDINGS, INC.

  
  
  

  
 By:
 /s/ Blaine Browers

  
 Name:
 Blaine Browers

  
 Title:
 Chief Financial Officer